Preamble

1) These general conditions apply to all deliveries of products and services (hereinafter referred to as "the product") from TORA A/S (Hereafter TORA), unless otherwise agreed in writing.

2) These general conditions apply together with a sale and/or delivery agreement between TORA and the buyer (hereinafter referred to as "the Contract"). In the event of deviations or inconsistencies between the agreement and these general conditions, the agreement shall prevail.

3) An agreement on delivery can consist of an offer, order and order confirmation, where these general conditions apply. In the event of a discrepancy, the order confirmation applies.

4) Any change to an agreement must be agreed in writing to be valid.

Product information

Only information and data included in the Contract and/or these general conditions are binding for TORA. All information and data contained in product brochures, price lists or any other document are only binding to the extent that these are explicitly incorporated into or explicitly referred to in the Contract.

Drawings and specifications

All drawings and technical specifications relating to a product supplied by TORA A/S, shall remain the property of TORA A/S.  Such drawings or technical specifications may only be used for what was the purpose of the transfer and these may not - without TORA's written consent - be copied, handed over or otherwise passed on or disclosed to third parties.

Delivery

If a delivery clause is included in the Contract, it will be interpreted according to INCOTERMS 2020. Unless otherwise agreed in writing, all deliveries from TORA are ex-works (INCOTERMS 2020). Deliveries made in instalments from TORA are permitted, unless otherwise agreed in writing in the Contract.

Rules and requirements

All rules and requirements established by public authorities which may concern the product or the product's use are only part of the Contract if it is expressly stated in the Contract. The buyer has the full risk of the product's compliance with such requirements as well as the risk of any change in such rules and/or requirements.

Delivery date, delay

1) Delivery shall take place be the delivery date stated in the Contract. If no delivery date has been agreed, delivery shall take place within a reasonable time.

2) If a delivery from TORA is delayed, or if TORA expects to be unable to deliver the product by the agreed delivery time, TORA must notify the buyer without undue delay. In this connection, TORA must specify an additional period of reasonable duration within which delivery will take place.

3) The Customer has no other rights arising from such delay than indicated in 1) and 2).

4) In the event that the Customer expects to be unable to receive the product on the agreed delivery date, the Customer shall notify TORA without undue delay, stating the reason and giving a date when the Customer can take delivery.

5) In the event of failure on the part of the Customer to receive a delivery, TORA can define a reasonable period within which the Customer shall take delivery. If the Customer fails to take delivery within that period, TORA can cancel the Contract in whole or partly and demand compensation for the losses and costs caused by the buyer's delay to TORA.

6) If the buyer does not receive the delivery at the time of delivery, the buyer must pay the part of the purchase price that is due at the time of delivery, as if delivery had taken place. TORA must ensure that the product is stored at the buyer's expense and risk.

Payment

1) Unless otherwise agreed, the purchase price shall be payable on the day of delivery.

2) Regardless of method of payment, payment will only be deemed to have been made when the full outstanding amount is irrevocably credited to TORA's bank account.

3) If the buyer does not pay at the agreed time, TORA is entitled to default interest from the due date. The interest rate is CIBOR (the Copenhagen Interbank Offered Rate) + 12% p.a.

4) Any late payment on the part of the buyer is considered to be a material breach, according to which TORA is entitled to cancel the Contract and demand compensation for losses incurred. TORA is also entitled to cancel the Contract regarding future deliveries to the customer.

Right of ownership

All products remain the property of TORA until payment is made in full. Right of ownership shall not affect the transfer of risk.

Guarantee

1) TORA shall deliver the agreed products and services free of significant errors and defects.

TORA is obliged to remedy deficiencies (hereinafter referred to as "the deficiency") which are due to errors that can be attributed to TORA's production under the conditions in points 2-8 below.

2) The buyer is obliged to notify TORA of any defect as soon as the buyer has ascertained a defect. The notification must contain a description of the defect, item number, delivery date and ID number, delivery note number or barcode from the shipment.

3) If the buyer has not given notice of a defect within 3 months from the date of delivery, the buyer loses the right to claim based on any defect.

4) In the event of an established and accepted defect, TORA can choose to deliver a replacement product or to repair the defective product. All repairs or deliveries of replacement products take place at the originally agreed delivery location for the product.

Delivery of a replacement product or repair must be made within a reasonable time.

Only if TORA does not within a reasonable time deliver a replacement product or make a repair can the buyer either:

1. A) to demand a proportional reduction in the purchase price of up to 10% or
2. B) to terminate the Contract, provided that the defect constitutes a material breach on the part of TORA.

5) A defective product or parts thereof, which have been replaced by TORA, are made available to TORA and become TORA's property.

6) TORA is not responsible for any defect arising from use of the product that is not in accordance with the use stipulated in the Contract.

7) TORA's is not responsible for any defect resulting from wear and tear, lack of or inadequate maintenance, incorrect assembly or faulty repair or modifications carried out by anyone other than TORA.

8) THE CUSTOMER HAS NO OTHER RIGHTS THAN THOSE STATED IN SECTIONS 2-7, WHICH SHALL APPLY IN THE PLACE OF ALL OTHER WRITTEN AND VERBAL GUARANTEES. EXEMPTED ARE SUCH GUARANTEES CONTAINED IN AGREED SPECIFICATIONS AND GUARANTEES MANDATORY ACCORDING TO LAW.

Product liability

1) TORA has product liability with regard to delivered products and spare parts, to the extent that such liability follows from mandatory legislation.

2) TORA's liability for damage to things caused by TORA's products or services after they have been placed on the market or in production can amount to a maximum of DKK 1,000,000.

TORA is not responsible for:

1. damage to or loss regarding the product or service itself.
2. damage or loss caused by products or services which are used in the operation of aircraft and which are a contributing cause either to the breakdown of aircraft or to causing danger to them.
3. damage or loss caused by products or services which are used for "off-shore" installations, and which are a contributing cause either to the breakdown of such installation or to causing danger to it,
4. damage to or loss regarding things that TORA has for loan, rent, storage, use, transport or for any other reason has in custody or has taken possession of,
5. damage to or loss regarding things that TORA has undertaken to prepare, install, repair, mount or otherwise process or treat, unless the damage occurs after the performance of the task as a result of this.
6. TORA's liability does not include damage if the buyer intentionally or grossly negligently failed to prevent the damage.
7. If there is an immediate danger that damage covered by TORA's responsibility will occur, the buyer must immediately notify TORA of this. If the buyer does not give TORA such notification, TORA's responsibility for any damages will cease.
8. TORA's liability is limited to the direct loss associated with the product's properties and its rectification. TORA is not responsible for indirect losses, such as operating losses, lost profits or other financial consequential losses.
9. TORA's liability only applies to the depreciation of the manufactured or processed item, the additional manufacturing or processing costs or the actual repair costs. Other costs and losses, including as a result of dispatching personnel, repatriation, tracing or examination of the manufactured or processed item or sending notifications regarding this, fall outside TORA's responsibility.
10. Should TORA be held responsible for product damage in relation to third parties, the buyer is obliged to indemnify TORA for any liability TORA may be held liable for, which is higher than TORA's liability according to the above provisions.
11. If a third party makes a claim against one of the parties in connection with damage as described in the above provisions, this party must immediately notify the other party in writing. TORA and the buyer are mutually obliged to be sued by the court or arbitration court which deals with the compensation claim against one of the parties.

Force majeure

1) Both parties are entitled to suspend the fulfillment of their obligations under the agreement, to the extent that such fulfillment is prevented or made unreasonably burdensome by one or more of the following circumstances: fire, war (whether declared or not), military mobilization, rebellion, requisition, seizure, embargo, restrictions on the use of force, labor disputes as well as deficiencies in or delays in deliveries from subcontractors, which are due to some of the circumstances mentioned in this point or other circumstances over which the parties have no control and which affect the parties' opportunities to fulfill the agreement (hereinafter referred to as "Force Majeure"). Circumstances as stated in this clause, regardless of whether these have arisen before or after the conclusion of the agreement, only result in freedom from liability if their influence on the fulfillment of the agreement could not be foreseen at the time of the conclusion of the agreement.

2) It is the responsibility of the party wishing to invoke Force Majeure to notify the other party immediately and in writing of its occurrence and termination. If Force Majeure prevents the buyer from fulfilling his obligations, he must indemnify TORA for costs that TORA incurs to secure and protect the product, as well as for other costs caused by the temporary suspension of the contractual obligations.

3) Regardless of what otherwise follows from these general conditions, either party is entitled to terminate the agreement by written notice to the other party, if the performance of the agreement has been suspended in accordance with point 1 for more than six months.

Expected non-fulfilment

Notwithstanding the other provisions in these conditions, TORA can stop the fulfillment of an agreement if it is clear from the circumstances that the buyer cannot or will not fulfill his obligations. In this case, TORA must immediately notify the buyer that such anticipated default is asserted.

Confidentiality

Both parties shall treat all information received from the other party in relation to the product and/or the Contract as confidential, unless it is information that is publicly available.

Operating loss etc.

Regardless of any default, no liability applies to either party to the other party in respect of punitive damages, indirect damages, compensation for special losses, operating losses, including but not limited to operating losses as a result of reduced production, impaired profits, reduced use, loss of earnings, lost goodwill and lost contracts.

Jurisdiction and disputes

These conditions and any contractual relationship between TORA and the Customer in connection therewith shall be governed by Danish law. Any dispute and any claim arising as a result of or in connection with these general conditions and any contractual relationship between TORA and the buyer in connection therewith must be settled according to the "Rules for processing cases at the Danish Arbitration Institute (Copenhagen Arbitration)". The decision of the arbitral tribunal is final and binding on both parties. The arbitration case is heard in Denmark, and the language used in connection with it must be Danish or English.